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Terms

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These terms cover what is bought, what is owned, what each side is responsible for, how a project ends, and the use of this website.


1. Parties

SupplierSoventia Ltd
Company number17487783, registered in England and Wales
Registered officeUnit A, 82 James Carter Road, Mildenhall, IP28 7DE, United Kingdom
Contact personTuomo Antikainen
Email[email protected]
Sitehttps://soventia.com

"We", "us" and "our" mean Soventia Ltd. "You" means the company, organisation or person on the other side of the contract.

These terms are written for business clients. If you buy as a consumer, mandatory consumer law applies in addition and prevails over anything here that would reduce your rights. See section 15.

1.1 Order of precedence

  1. The written offer or contract signed for your project, and any written amendment to it.
  2. These terms, in the version in force when that contract was made.
  3. Everything else on soventia.com, including the services page and the questions on it.

2. Scope of work

2.1 How a project starts

Every project starts with a 30-minute video call at no cost and with no obligation.

We then send a written offer stating what is in scope, what is out of scope, the price and the indicative schedule. A contract is formed when you accept that offer in writing. Email counts as writing.

Nothing on soventia.com is an offer. The binding terms are the ones in the written offer.

2.2 Fixed scope, fixed price

The offer describes what is built, for the price stated. Additional time on our side does not change the price. Anything outside the written scope is a change under section 2.3.

2.3 Changes to scope

A change must be agreed in writing before it is carried out, including its price. A change may also move the schedule, and any such effect is stated when the change is quoted.

2.4 Revision rounds

A revision round is one consolidated set of comments, collected from your side and sent at once. The number of rounds included is stated in the offer. Additional rounds are quoted.

2.5 Client-supplied material

Unless the offer states otherwise, you supply copy, images and product data. Copywriting is available and quoted separately.

2.6 Audit credit

Where the offer states that an audit fee is credited against a later build, the conditions are the ones stated in the offer. Plans are not credited.

2.7 Small jobs for existing clients

Small, well-defined jobs are available to existing clients and can be ordered without a meeting. New clients start with a call.


3. Prices, tax and payment

3.1 Tax

Prices are stated in the offer. Where VAT or a similar tax applies to the supply, the offer states how it is handled. You are responsible for giving us a valid VAT or tax number where one is needed, and for telling us if it changes.

3.2 Third-party costs

Web hosting, domains, licences, API and model usage, stock images, fonts and other third-party services are not included in any price and are not invoiced through us. See section 9.

3.3 Payment

The payment schedule is set in each contract and stated in writing before you commit. Projects are typically invoiced in instalments: a share at the start, a share at agreed milestones, and the balance on delivery.

InvoicingThrough Stripe, with a link to pay by card or bank transfer.
Payment term14 days net from the invoice date, unless the contract states otherwise.
Late paymentStatutory interest and compensation for late payment under the law that governs the contract.
Recovery costsReasonable costs of reminders and recovery.
Overdue invoicesWork may be suspended after written notice, and the schedule does not run during the suspension.
RightsRights in the deliverables transfer on payment of the invoice for them. See section 5.2.

3.4 Prepaid products

Prepaid development blocks, annual care and quarterly reviews are paid in advance. Their terms are in section 13. No card is stored and nothing is charged automatically.


4. Responsibilities

4.1 Ours

  • Performing the work with professional skill and care, to the standard described in the offer.
  • Doing the work ourselves. Where a specific element requires another party, we ask you first and remain responsible for it.
  • Telling you where something in the plan will not work.
  • Handing over the work in a usable form: source in your own repository, accounts in your own name, and written handover notes where the offer includes them.

4.2 Yours

  • A named decision-maker authorised to give approvals.
  • Material on time: copy, images, product data, brand assets and anything else the offer assigns to you.
  • Feedback within 5 working days of being asked, unless otherwise agreed. Approvals in writing.
  • Access to the accounts, systems and environments the work requires.
  • Your own accounts for hosting, domains, payment providers and API keys, in your name and paid by you.
  • Rights to material you supply. You confirm you are entitled to use and publish the copy, images, logos, fonts and data you provide. Third-party claims concerning that material are yours to answer, and you indemnify us for costs arising from them.
  • Your own regulatory compliance, including privacy notices and consent, terms of sale, accessibility requirements, and sector-specific rules. Compliance work is in scope only where the offer says so.

4.3 Stalled projects

Where we have asked for something the work cannot continue without:

After 30 daysWe may suspend the project in writing, invoice the work completed, and stop holding the schedule.
After 60 daysWe may close the project, invoice everything delivered, and hand over what exists. Restarting is a new offer at the prices then in force.

5. Ownership

5.1 What you own

You own what we build for you, including the source code written for you. Third-party frameworks, libraries and platforms remain under their own licences.

5.2 When rights transfer

Rights transfer on payment of the invoice for that work. Until then we hold them, and you may review, test and comment on the work but not publish or exploit it. Where a contract requires the assignment as a separate clause, it is included on request.

5.3 Extent of the assignment

For everything created specifically for you under the contract (source code, designs, layouts, illustrations, copy, configurations and documentation), copyright and all other transferable rights pass to you in full, worldwide, without time limit, with the right to modify the work and to assign the rights onward. The fee in the offer is the consideration for that assignment.

Moral rights are not assigned. In practice, you are not required to credit us, and you may modify and develop the work freely.

5.4 What remains ours

General knowledge, methods, tools, internal libraries, templates, prompts, skills and building blocks remain ours and are used for other clients. Where a deliverable contains one, you receive a perpetual, worldwide, transferable right to use it as part of that deliverable, including after modification. You do not receive the component separately for licensing or resale.

Nothing built for you is reused in a way that discloses your material, your data or anything specific to your business.

5.5 Reference use

We may describe the work as an anonymised reference: no client names, figures, trade secrets or internal matters, unless you agree to be named. You may opt out by telling us before the project ends.


6. Confidentiality

Each party keeps the other's confidential material confidential: anything marked as such, and anything identifiable as confidential from its nature. This includes business plans, figures, customer data, unreleased products, credentials, source code and internal matters.

It is used only for the project, disclosed only to those who need it for the project, and the obligation survives the end of the contract.

It does not cover information that is public without breach, information the receiving party already held, or disclosure required by law or a court. Where disclosure is compelled, the compelled party notifies the other unless prohibited from doing so.


7. Personal data

How we process your data when you contact us or book a call is set out in the privacy policy.

Where a project involves processing personal data on your behalf, you are the controller and we are the processor, and Article 28 of the UK GDPR or the EU GDPR requires a written data processing agreement. It is signed before that data is transferred. We ask for test data in place of production personal data wherever it is sufficient.

Compliance of the processing carried out by the system once live is yours as the controller.


8. AI in the work

AI is used as a tool. Architecture, design and judgement remain ours.

  • Everything delivered is reviewed by us. Section 5 applies to it in full.
  • Your confidential material is not submitted to tools that would train on it or disclose it.
  • Where the deliverable is itself an AI system, the underlying model belongs to its maker, and its behaviour, availability and pricing are outside our control. See section 10.3.
  • Obligations under the EU AI Act (Regulation (EU) 2024/1689, as amended) attach to you as the provider or deployer of the system you operate. Classification and compliance assessment are separate work, not included in a build price.

9. Web hosting, domains and third-party services

You pay for web hosting, domains and API usage on your own accounts, in your own name. Nothing is resold or invoiced through us. We specify what is required, recommend a provider, and set it up with you.

Those services are contracts between you and the provider, on their terms. Changes to their pricing, APIs, terms or availability are outside our control and outside any warranty given here.

Where you ask us to set something up on our own account as a temporary measure, it is recorded in writing and moved to your account before the project closes.


10. Launch support and warranties

10.1 Launch support

Every project includes 30 days of launch support at no cost from the date the work goes live or is delivered: defects, questions and minor adjustments.

It does not cover new features, changes of requirement, content changes, faults caused by third-party changes, or work by others. Those are quoted or drawn from a prepaid block.

10.2 Warranties

  • The work conforms to the scope in the offer and was performed with professional skill and care.
  • To the best of our knowledge, what we created for you does not infringe third-party rights.
  • Third-party components are used under licences permitting the agreed use, and we identify those carrying obligations relevant to you.

Defect claims must be notified without undue delay after discovery and no later than 12 months after delivery.

10.3 Exclusions

No warranty is given as to:

  • rankings, citations, traffic, conversions or revenue;
  • software being free of defects or continuously available;
  • third-party services and AI models, including their availability, pricing, output, terms or continued existence;
  • results from work modified by you or by others after handover;
  • compatibility with versions of browsers, platforms, frameworks or devices released after delivery.

11. Liability

Each party is liable for direct damage caused by its breach of contract.

CapOur total liability under a contract is limited to the fees paid under that contract.
ExcludedIndirect and consequential loss on both sides: lost profit, lost revenue, lost or corrupted data, loss of goodwill, business interruption, and third-party claims.
Not excludedDamage caused intentionally or by gross negligence, and anything that cannot be limited under mandatory law.
Time limitClaims must be made in writing within the period in section 10.2.

Force majeure. Neither party is liable for delay or failure caused by an event outside its reasonable control that it could not have avoided, including war, natural events, general failure of communications or electricity, an act of authority, industrial action, or serious illness or accident affecting key people in a small company. The affected party notifies the other without delay and takes reasonable steps to limit the effect. Where it lasts more than 60 days, either party may terminate under section 12 without being in breach.


12. Early termination

12.1 Termination

Either party may terminate the contract in writing. No reason is required.

12.2 Settlement

  1. Completed work is paid for, as a proportion of the agreed scope, measured against the priced build plan or the milestones in the offer. Where no sensible division exists, the parties agree a fair share of the fee; failing agreement, the measure is the market value of what was delivered.
  2. Third-party costs already committed on your behalf are paid at cost, with receipts.
  3. Prepayments for work not performed are refunded.
  4. Overdue invoices fall due on termination.

Where we terminate without breach on your part, unusable partial work is deducted from the final invoice.

12.3 What you keep

Everything paid for is yours in its current state and is handed over: source, files, accounts, credentials and existing documentation. Rights transfer as set out in section 5.2.

Work not paid for remains ours and is not to be used. It may be paid for and taken up to 6 months after the project ends.

12.4 Termination for cause

We may terminate with immediate effect, retaining payment for work performed, where an invoice is more than 30 days overdue after written reminder, where you materially breach the contract and fail to remedy it within 14 days of notice, or where the work proves unlawful or materially different from what was described.

You have the same right where we materially breach and fail to remedy within 14 days of notice.

12.5 Survival

Sections 5, 6, 7, 11 and 16 survive termination.


13. After launch

These are bought separately, after a project. None is a retainer and no card is charged automatically.

13.1 Prepaid development blocks

Prepaid development days, in blocks of 1, 3, 5 or at most 10 days. Validity, booking notice and pace are stated in the offer for the block. Unused days are not refunded and expire at the end of the validity period. Payment is in advance.

13.2 Annual care

A yearly package: two scheduled service windows, paid in advance and delivered on dates you choose within 12 months. Inclusions are in the package description. Unused hours do not roll over and the package does not renew automatically.

13.3 Quarterly reviews

Four half-day sessions, one per quarter, paid annually in advance. Each reviews what shipped and what the numbers did, and produces a prioritised backlog and fixed-price proposals for the top three items. Those proposals are offers under section 2.1.

13.4 Scheduling

These products provide time, not priority. Where a window is missed for reasons on your side, it moves within the validity period and does not extend it.


14. Use of this website

14.1 Content

Everything published on soventia.com belongs to Soventia Ltd and is protected by copyright. You may read it, link to it and quote it with attribution and a link, and answer engines may cite it. Republishing whole pieces, or reproducing the site's design or code, is not permitted.

14.2 Not advice

The site, including the blog, is not legal, financial, tax or professional advice, and no advisory relationship arises from reading it.

14.3 Availability

The site is provided as it is. Pages change. Older blog posts remain as a record of what was true when they were written, and each one carries its date. Links to other sites are not endorsements.


15. Consumers

Where you buy as a consumer, for a purpose outside your trade or profession, the mandatory consumer law of your country applies and prevails over anything here that would reduce your rights. That includes, where it applies, a right to cancel a contract made at a distance within 14 days, and the rule that work starts within that period only at your express request.


16. Governing law and disputes

Finnish law applies as the national law governing the contract, excluding its conflict-of-law rules. Where you are a consumer, this choice does not deprive you of the protection of the mandatory rules of the country where you live.

Disputes are settled in the first instance by the District Court of Oulu. A consumer may bring proceedings in the courts of their own country.


17. Changes

The version applying to your project is the one in force when the contract was made, and it is sent with the offer. The current version is at https://soventia.com/terms, dated at the top.